UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                  QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended June 30, 2009
  o
                  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  355,
INC.
 (Exact
name of registrant as specified in Charter)
  DELAWARE
                  
                  000-50413
                  
                  98-0407797(State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  (Commission
      File No.)
                  
                  (IRS
      Employee Identification No.)
 
 711
N. 1st Avenue, Arcadia, California 91006
 (Address
of Principal Executive Offices)
 _______________
  (626)
641-5620
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90
days.
 Yes x No o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes o No o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o    Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes x No o
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of July 24, 2009:  100,000 shares of Common Stock.
   
   355,
INC.
 
 FORM
10-Q
 June
30, 2009
 INDEX
  PART
I-- FINANCIAL INFORMATION
  Item
      1.
                  Financial
      StatementsItem
      2.
                  Management’s
      Discussion and Analysis of Financial ConditionItem
      3
                  Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
                  Control
      and Procedures
  PART
II-- OTHER INFORMATION
  Item
      1
                  Legal
      ProceedingsItem
      1A
                  Risk
      FactorsItem
      2.
                  Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
                  Defaults
      Upon Senior SecuritiesItem
      4.
                  Submission
      of Matters to a Vote of Security HoldersItem
      5.
                  Other
      InformationItem
      6.
                  Exhibits
      and Reports on Form 8-K
  SIGNATURE
  
   Item 1. Financial
Information
        355,
Inc.
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 As
of June 30, 2009
 
      
   Financial
Statements Table of Contents
 
 
 
 FINANCIAL
      STATEMENTS
                                            Page
      #Balance
      Sheet
                                            F-1Statement
      of Operations and Retained
      Deficit
                                            F-2/F-3Statement
      of Stockholders
      Equity
                                            F-4Cash
      Flow
      Statement
                                            F-5Notes
      to the Financial
      Statements
                                            F-6
  
   355,
      Inc.(a
      development stage company)BALANCE
      SHEETAs
      of June 30, 2009 and December 31, 2008ASSETSCURRENT ASSETS
                                
                                6/30/2009
                                
                                
                                12/31/2008Cash
                                
                                $
                                -
                                
                                
                                $
                                -Total
      Current Assets
                                
                                
                                -
                                
                                
                                
                                -TOTAL
      ASSETS
                                
                                $
                                -
                                
                                
                                $
                                -LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                                
                                $
                                12,150
                                
                                
                                $
                                11,150Total
      Current Liabilities
                                
                                
                                12,150
                                
                                
                                
                                11,150TOTAL
      LIABILITIES
                                
                                $
                                12,150
                                
                                
                                $
                                11,150STOCKHOLDERS' EQUITYCommon
      Stock - Par value $0.0001;Authorized:
      50,000,000Issued
      and Outstanding: 100,000
                                
                                
                                100
                                
                                
                                
                                100Additional
      Paid-In Capital
                                
                                
                                -
                                
                                
                                
                                -Accumulated
      Deficit
                                
                                
                                (12,250
                                )
                                
                                
                                (11,250
                                )Total
      Stockholders' Equity
                                
                                
                                (12,150
                                )
                                
                                
                                (11,150
                                )TOTAL
      LIABILITIES AND EQUITY
                                
                                $
                                -
                                
                                
                                $
                                -
 
 The
accompanying notes are an integral part of these financial
statements.
  F-1




355,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the six months ending June 30, 2009 and 2008from
      inception (September 19, 2003) through June 30, 20096
      MONTHS
                                      
                                      
                                      6
      MONTHS
                                      
                                      
                                      FROMENDING
                                      
                                      
                                      ENDING
                                      
                                      
                                      INCEPTION6/30/2009
                                      
                                      
                                      6/30/2008
                                      
                                      
                                      TO
      6/30/09REVENUE
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -COST OF SERVICES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GROSS PROFIT OR (LOSS)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      12,250NET INCOME (LOSS)
                                      
                                      
                                      (1,000
                                      )
                                      
                                      
                                      (1,000
                                      )
                                      
                                      
                                      (12,250
                                      )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                      
                                      
                                      (11,250
                                      )
                                      
                                      
                                      (8,000
                                      )
                                      
                                      
                                      -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                      
                                      $
                                      (12,250
                                      )
                                      
                                      $
                                      (9,000
                                      )
                                      
                                      $
                                      (12,250
                                      )Earnings (loss) per share
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.01
                                      )Weighted average number of common
      shares
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      100,000
  The
accompanying notes are an integral part of these financial
statements.
 
 F-2
 355,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the six months ending June 30, 2009 and 2008from
      inception (September 19, 2003) through June 30, 20096
      MONTHS
                                  
                                  
                                  6
      MONTHS
                                  
                                  
                                  FROMENDING
                                  
                                  
                                  ENDING
                                  
                                  
                                  INCEPTION6/30/2009
                                  
                                  
                                  6/30/2008
                                  
                                  
                                  TO
      6/30/09REVENUE
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -COST OF SERVICES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -GROSS PROFIT OR (LOSS)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  1,000
                                  
                                  
                                  
                                  12,250NET INCOME (LOSS)
                                  
                                  
                                  -1,000
                                  
                                  
                                  
                                  -1,000
                                  
                                  
                                  
                                  -12,250ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                  
                                  
                                  -11,250
                                  
                                  
                                  
                                  -8,000
                                  
                                  
                                  
                                  -
 The
accompanying notes are an integral part of these financial
statements.
  F-3






355,
      Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (September 19, 2003) through June 30, 2009COMMON
                  
                  
                  ACCUM.
                  
                  
                  TOTALSHARES
                  
                  
                  STOCK
                  
                  
                  DEFICIT
                  
                  
                  EQUITYStock
      issued on acceptance
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  100of
      incorporation expensesSeptember
      19, 2003Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,050
                  )
                  
                  
                  (1,050
                  )Total,
      December 31, 2003
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (1,050
                  )
                  
                  
                  (950
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,250
                  )
                  
                  
                  (1,250
                  )Total,
      December 31, 2004
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (2,300
                  )
                  
                  
                  (2,200
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,650
                  )
                  
                  
                  (1,650
                  )Total,
      December 31, 2005
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (3,950
                  )
                  
                  
                  (3,850
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,800
                  )
                  
                  
                  (1,800
                  )Total,
      December 31, 2006
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (5,750
                  )
                  
                  
                  (5,650
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (2,250
                  )
                  
                  
                  (2,250
                  )Total,
      December 31, 2007
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  (8,000
                  )
                  
                  
                  (7,900
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,250
                  )
                  
                  
                  (3,250
                  )Total,
      December 31, 2008
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  (11,250
                  )
                  
                  $
                  (11,150
                  )Net
      Income (Loss)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,000
                  )
                  
                  
                  (1,000
                  )Total,
      June 30, 2009
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  (12,250
                  )
                  
                  $
                  (12,150
                  )




The accompanying notes are
an integral part of these financial statements.




F-4




355,
      Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the six months ended June 30, 2009 and 2008from
      inception (September 19, 2003) through June 30, 20096
      MONTHS
                                      
                                      
                                      6
      MONTHS
                                      
                                      
                                      FROMENDING
                                      
                                      
                                      ENDING
                                      
                                      
                                      INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                                      
                                      6/30/2009
                                      
                                      
                                      6/30/2008
                                      
                                      
                                      TO
      6/30/09Net income
      (loss)
                                      
                                      $
                                      (1,000
                                      )
                                      
                                      $
                                      (1,000
                                      )
                                      
                                      $
                                      (12,250
                                      )Stock issued as
      compensation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      100Increase (Decrease)
      in Accrued Expenses
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      12,150Total
      adjustments to net income
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      12,250Net cash provided
      by (used in) operating activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH FLOWS FROM INVESTING
      ACTIVITIESNone
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net cash flows
      provided by (used in) investing activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH FLOWS FROM FINANCING
      ACTIVITIESNone
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Net cash flows
      provided by (used in) financing activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH RECONCILIATIONNet increase
      (decrease) in cash
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash - beginning
      balance
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH BALANCE - END OF
PERIOD
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -


The accompanying notes are
an integral part of these financial statements.




F-5




355,INC.
 (a
development stage company)
 NOTES
TO FINANCIAL STATEMENTS
 
 1.   Summary of significant
accounting policies:
 
 Industry
- 355, Inc. (the Company), a Company incorporated in the state of Delaware as of
September 19, 2003, plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
  Results
of Operations and Ongoing Entity:
 
 The
Company is considered to be an ongoing entity. The Company's shareholders fund
any shortfalls in The Company's cash flow on a day to day basis during the time
period that The Company is in the development stage.
 
 Liquidity
and Capital Resources:
 
 In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
 
 Cash and
Cash Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with generally
accepted accounting principles.
 
 Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax
 rates
that apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced by a
valuation allowance when in the opinion of management; it is more likely than
not that some portion or all of the deferred tax assets will not be realized. At
this time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
 
 Fair
Value of Financial Instruments:
 
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders.
   F-6




The
carrying amount of long-term debt to banks approximates fair value based on
interest rates that are currently available to The Company for issuance of debt
with similar terms
 and
remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
 
 Concentrations
of Credit Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
 
 
 2.   Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
 
 The
Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
 
 
 3.   Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
 
 
 4.   Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
 
 
 5.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
 
 
 6.   Accrued
Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
 
 
 7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
 
 
 8.   Stockholder's
Equity:
 
 Common
Stock includes 50,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on September 19, 2003 in
acceptance of the incorporation expenses for the Company.


F-7




9.   Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance of
the incorporation expenses for the Company.
 
 
 10.  Earnings Per
Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
 
 
 11. Income
Tax:
 
 The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.  These net operating losses expire as the following, $1,050 at
2023, $1,250 at 2024, $1,650 at 2025, $1,800 at 2026, $2,250 at 2027, $3,250 at
2028 and $1,000 at 2029.
 
 The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
 
 The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used.  The tax based net operating losses create
tax benefits in the amount of $2,450 from inception through June 30, 2009.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of June 30, 2009 are as
follows:
  Deferred
      tax assets:Federal
      net operating loss
                      $    
       1,838State
      net operating
    loss
                      612Total
      Deferred Tax
      Asset
                      2,450Less
      valuation
      allowance
                      (2,450)0
  The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
  Federal income
      tax
      rate
                    15.0%State tax, net
      of federal benefit
                    5.0%Increase in
      valuation allowance
                    (20.0%)Effective
      income tax rate
                    0.0%
  12. Subsequent
Events:
 
 None known at this
time.




F-8






ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual
results will not be different from expectations expressed in this
report.




Plan of
Operation




The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such
equity funding.




On
October 10, 2007 the Company entered into a non-binding letter of intent with
Shanghai Top-China Softsys Top-China Ltd.  Such letter of intent has
expired and the Company is not proceeding with this transaction.


Results of
Operation




The
Company did not have any operating income from inception (September 19, 2003)
through June 30, 2009 and from inception to June 30, 2009, the Company
recognized a net loss of $12,250.  Some general and administrative
expenses from inception were accrued. Expenses from inception were comprised of
costs mainly associated with legal, accounting and office.




Liquidity and Capital
Resources




At June
30, 2009 the Company had no capital resources and will rely upon the issuance of
common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.




Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a portion of the stock
in the Company retained by management and its affiliates, or both.




Alex Jen
will supervise the search for target companies as potential candidates for a
business combination. Alex Jen will pay, as his own expenses, any costs he
incurs in supervising the search for a target company.





Alex Jen
may enter into agreements with other consultants to assist in locating a target
company and may share stock received by it or cash resulting from the sale of
its securities with such other consultants. Alex Jen controls us and therefore
has the authority to enter into any agreement binding us. Alex Jen as our sole
officer, director and only shareholder can authorize any such agreement
binding us.




Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not
required for Smaller Reporting Companies.




Item
4T.  Controls and Procedures





a)
  Evaluation of
Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company’s management, including the Company’s
Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the
Company’s principal financial and accounting officer), of the effectiveness of
the Company’s disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.




(b)
  Changesin internal control over financial
reporting. There have been no changes in our internal control over
financial reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.




PART
II - OTHER INFORMATION
   Item
1. Legal Proceedings.
  We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
  Item
1A. Risk Factors.
  None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  None.
 
 Item
3. Defaults Upon Senior Securities.
  None.
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (a)         Exhibits
  31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)         Reports
of Form 8-K
  None.
 
 
 SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  355,
      INC.Date:
      July 24, 2009
                By:
                /s/ Alex
      JenChief
      Executive OfficerChief
      Financial Officer